The Amazing Spider-Girl
by Lil' Ms. I-Like-Girls
Summary: Payton Parker's world changes in ways she never could of imagined on a seemingly normal field trip: and all it took was one single bite to change everything. Quinn/OC might be Quinn/OC/Rachel - Romance, humor, action, adventure. Femslash
1. Issue 1

******Disclaimer: I neither own Marvel and those recognizable characters therein nor do I own Glee.**

**Hiya folks. So in honor of the Amazing Spiderman 2 movie I wanted to write this. Bare in mind that I am a HUGE Spiderman fan so I will be dipping into the Spiderman lore a bit. Okay a lot. But have no fear. I will do my best to explain if I can. You will see some moments from both Spiderman movies and other will touch on the comics as well. I'll do a little of both and a little of me in between. :)**

**I've never tried this before. Just implementing an OC as the main character into a fandom I liked and just waited to see what happened. Welp. First time for everything I guess. :)**

**This is going to be a Quinn/OC fic. Possibly a Quinn/OC/Rachel fic. I haven't decided. I'm still playing around with this character so we'll see what happens.**

**Also, note that seeing as how this is the Marvel universe and just about everything important or cosmic happens in New York, our characters are set there. Instead of McKinley they're at Midtown High. And instead of Lima, everyone grew up in Queens.**

**I'm keeping most things true to the Marvel universe, meaning other characters like X-Men or Iron Man may make an appearance at some point. If you are not too familiar with the comics I will still do my best to explain certain things or answer any questions but for the most part it should be pretty easy to understand, at least that's what I'm shooting for. Don't quote me on that. :)**

**Okay, that's about it.**

**I hope you enjoy.**

* * *

**The Amazing Spider-Girl**

**|Issue #1|**

**The Beginning...**

* * *

Payton Benjamin Parker groaned and grumbled from underneath her mass of covers. The thought of what that foreboding sound blaring in her room meant urged her limbs to stay put.

She so wasn't moving. Nope. Not gunna happen.

"Payton, you're going to be late for school. Up up up!" Was hollered through the door.

"Coming Aunt May!" She grumbled from underneath her pillow.

And she's up.

"You better be. This cereal isn't going to pour itself." Payton smiled despite herself as she heard her aunt's distant but good natured grumbling as the woman descended the stairs.

_Now she's all disgruntle-y. Better get up before she starts giving me 'the eyes'._

Payton shivered at the thought and pushed herself off her warm mattress.

She began her routine by getting washed up in her bathroom. After she was sufficiently scrubbed for the day, she grabbed a simple black band tee and a grey plaid button up to go over it. She wasn't what you'd call a fashionista by any means but she also wasn't raised to want more than she had either so she was fine with it. Plus, she loved her T-shirts.

She chose dark skinnies and her blue Converse to finish her outfit. Her long brown hair was tied up into a messy bun this morning, a few strands curling slightly around her face.

Payton had never really been what one would call girly. Though she doesn't think she'd call herself a tomboy either. She simply liked what she liked. Her make up was limited, she didn't really invest in the stuff much. All she ever used was her trusty black eyeliner and that seemed like enough for her to appear presentable. Well, by high school standards.

She traced her eyes with practiced hands, letting the paint outline her bright hazel eyes.

After deeming herself satisfactory, Payton grabbed her book bag and made her way downstairs for breakfast.

* * *

**|Midtown High, New York|**

In retrospect, she should have known better. Walking into Midtown High without an inch of mental and emotional armor equipped is practically a death sentence. So it shouldn't really surprise her what happened once she stepped foot inside her own personal hell that day.

She hadn't even been in the building that long, though when she hears the unmistakeable voice calling her out for all the school to hear, Payton's whole body, every muscle therein, seemed to go rigid with cold dread.

"How's it going, _Benji_?" Payton nearly went pale at the sight of Santana Lopez and that evil smirk gracing her presence. She hadn't been in the building five minutes and already she was regretting not telling her Aunt that she was dreadfully ill and needed to stay home for the next week, or six.

"Hi Santana." Payton replied dismally.

"Give me your notes for English and Chemistry." This wasn't an unusual request - okay demand - from the Latina. She had been doing it throughout most of high school. It happened often enough that she had gotten into the habit of printing out a copy for herself when ever she was in the library or simply transferring the information by hand if she didn't have the time. But for whatever reason she felt like questioning the bully in front of her. She had been in a pretty decent mood this morning and it gave her a rather misplaced sense of courage.

"Why?" That was a stupid question. Obviously, because the next thing she knows she's being shoved into somebody else's locker, her back colliding with the open door and shutting awkwardly with her weight. The student whose locker she had just rammed into squeaked like a scared mouse. Oh but don't worry, he had the good sense to quickly fasten the lock back on behind Payton, adding to the pain she was feeling in her back as she felt it behind her, before he fled in terror.

"Because I saids so." Santana growled as she invaded Payton's beloved personal space, forcing her further back into the locker with a wince. "Now gives it."

"Red folder." She said defeatedly, finally caving. Pain was a rather strong motivator. Santana smirked at her obvious triumph and wrenched Payton's bag from her shoulder, causing her to jerk uncomfortably against the combination lock. She watched mournfully as her backpack was torn open and the contents of her bag upended, scattering across the floor only after Santana had gotten the red folder Payton had always kept with the notes she shared with the Latina handy.

"See you around, _Benji_." Santana even had the audacity to laugh as she sauntered away.

Payton fixed her glasses from their skewed position across her nose and glared at the retreating girl. She hated feeling this weak. But seriously, what could she do about it? She'd always been the runt of the litter. The weaker kid on the playground. That wasn't going to change anytime soon.

"You shouldn't let her push you like that, ya know," Came a voice next to her. Payton jumped at the sound and felt the lock in her back dig deeper, making her grunt a bit. She relaxed once she noticed who it was. Harry Osborn stood tall and gangly as usual right next to her, his shoulder leaning against the locker next to hers.

"Oh yes, because a fist to the face is so much more appealing than just handing over my homework." Payton retorts as she pushes herself away from the offending metal object trying to force itself into her spine.

"You shouldn't have to hand over anything." Harry reaffirms, as he picks up her fallen bag from the ground, and dusting it off with a few gentle claps and handing it over. Payton accepts it with her uninjured arm, shouldering the strap. She bent over and quickly collected the papers and folders , seeing as people didn't really care which way or the other and were stepping on her stuff as they walked by.

"Yeah, well, in a perfect world I wouldn't have to. Still doesn't change the fact that I like my face the way it is. Preferably not black and blue."

"You're right. Blue is definitely not your color." He grins widely, grabbing the gathered papers and stuff in her hands and walking behind her to place it back in its rightful place.

"Shut up." Payton grinned slightly as she pushed up her glasses. If possible, Harry's grin only got wider. Blue was so her color.

"Still, someone needs to teach her a lesson in manners. And apparently English, since she can't seem to grasp the clever art of stringing a sentence that doesn't sound like the lyrics to a rap video."

Payton almost threw her head back and laughed but quietly refrained as she grinned at her friend with amusement.

"Oh and you're going to do it?"

Harry's eyes bugged and he shook his head fiercely.

"Hell no. Girl scares me."

Payton snorted.

"Well at least you're honest."

Just then loud laughter could be heard from down the hallway, earning Payton's attention. She watched as a group of teens were pointing at her from across the hall a little ways done from them. Not even hiding their jeering. The small mass of bodies huddled around one teen holding a cell phone. They were blaring it so loud that she could hear it from where she was. And it sounded like they were watching a recording of the entire altercation with Santana as the sound of a loud metal thunk and Santana's demands for her homework filled the hall.

Sometimes she really hated technology. Like now for instance.

"I hate cellphones." She grumbled as she heard snickers from passing teens as they passed. She wouldn't doubt if the stupid video went viral all over school. It'd just be her luck.

"You're only saying that because you don't have one." Harry says, not noticing the snorts and derision nearby.

"I have one." Payton scoffs indignantly, pulling out her small, admittedly outdated, flip phone from her pocket to show as proof.

Harry glanced at it before grimacing. "Yeah. Something the cave men were no doubt bashing against a rock."

"Whatever. My phone is fine. It's so fine in fact that its just made of awesome. Can you say your phone is made of awesome-"

"Yeah."

"-no, you can't. Because my phone took all the awesome in the entire universe so there was none left for your lame ass phone."

"Of course it did." Harry indulges. Payton nods curtly, huffing playfully. "I say you just chuck the damn thing at the next best available moment and never look back."

"And have what left over?" She asked incredulously.

Harry shrugged.

"A rock would probably be better than that thing." Payton, only feeling mildly insulted for her piece of crap phone, whacked his arm.

"And I'll just use it to hit you over the head with. Stop being mean to my phone."

"So feisty in the morning. Grrr."

Payton grunted as she made her way to her locker, effectively ignoring him and the snickering from stupid teenagers that didn't matter.

"I just don't like them because they're used for evil." She groused.

"True. I-" Harry didn't get to finish however because the loud commotion from the other end of the hall proved to be much more distracting.

"I can't _believe_ you Finn Hudson!"

"Rach it was just a comment. Just words I totally swear. You know I never mean anything I actually say."

"Yes, I'm beginning to see that now." The girl sneered as she yanked her books out of the metal cavern and slammed her locker shut, loudly, and stormed off in a blaze of argyle infested glory. Payton could admit that she was pretty impressed with the drama of it all. And Rachel Berry wasn't known to disappoint when it came to drama.

"What the hell was that all about?" Payton asked, hiking a thumb at the bickering couple.

"Beats me. Loser drama probably. I'm not really up for caring." Payton frowned at her best friend and watched as the tall teen down the hall grumbled and eventually strode off after his pint sized girlfriend. Shrugging, she turned her gaze and gave a slight smile to her friend.

"You are such a saint."

Harry grinned wryly. "So very saintly."

"Hmm."

Harry slung his arm around her shoulders, squeezing her arm gently as he smiled down at her.

"Come on, loser, class is this way."

Payton rolled her eyes as she let herself be led.

"A gentleman too, lucky me."

"Damn straight."

* * *

**|At lunch|**

Gold.

That's all she could really see. Gold and bright red swishing two and fro.

The vision in front of her was simply that, a vision. She couldn't tear her eyes away. No matter how much she tried, which really, she didn't. Not even a little bit. Because seriously, you don't just willingly pull your eyes away from something that beautiful. Not unless forcibly. And really, that was pretty much the only way she could imagine being parted-

"Ya know you gotta blink at some time."

"Hmm - wha?" Payton blinked rapidly as if coming out of a long dream.

Or ya know, by having her friend snap her out of her reverie works too.

Harry looked at her, his expression stern and pointed. "Parker, seriously. Why don't you just go talk to her?"

"What?" Either she had completely missed a conversation they were having that she wasn't even aware of or he was trying to catch her off guard on purpose.

Payton's brows frowned in confusion.

Harry motioned with his eyes to where hers were so studiously trained a moment ago. "Couldn't hurt."

Payton finally got what - or rather _who _- he was referring to and her eyes widened and she shook her head quite frantically. Um, yeah, no.

"Um yeah it could. It could hurt a lot. We're talking irreparable damage to my self esteem not to mention the fact that _hello_ - it's Quinn Fabray. You don't just talk to Quinn Fabray. You flee in abject terror."

Harry snorted and pointed a fry at her. "Except you. I'm pretty sure you gravitate, dude."

Payton rolled her eyes and took a sip of her water bottle, effectively looking at something other than his stupid knowing gaze. With that stupid knowing grin. She hated that grin.

"Whatever. Still not happening. Ever. Like never ever."

Harry stared at her as he popped a French fry in his mouth. "Chicken."

"Absolutely."

"Okay fine. I'll make a deal with you." Payton looked at him wearily. She had made 'deals' with him before, and they usually ended with her doing something potentially humiliating or something just 'Aunt May frown worthy' if either her or her Uncle Ben ever found out. And seriously, an Aunt May frown was the closest equivalent to a box of puppies on a busy train track she could think of.

"Depends." She hedges carefully. Harry smirks at her uneasiness.

"How about this - the next opportunity you get to talk to her, you do it. No chickening out. And you actually try for a conversation that doesn't involve the weather."

"But the weather is such a lovely conversation starter." Payton mock pouted.

Harry chortled when he was taking a sip of his chocolate milk, coughing softly.

Payton sighed exasperatedly, long and drawn out as if she was pained at the very thought of what she was being coerced to do. Which, she kinda was.

"And if I do this incredibly insane task?"

"I'll get you a knew cell." Harry shrugged as if that was no big deal at all. Payton gaped at him even though it really shouldn't surprise her. New cell to her meant one with a working screen and where the keys didn't stick if you pressed it wrong. New cell to Harry, however, meant something top of the line and with a triple digit price tag.

She wasn't ashamed of her aunt and uncle. Far from it. She was incredibly proud of the people who had pretty much raised her for most of her life. But she knew money was tight. She was okay with that. Aunt May usually got most of her clothes from the second hand store a couple blocks from home. She used to make them herself until she was in grade school and the other kids started making fun of her and calling her poor, and her Aunt May decided that it was time for something with a price sticker. No matter how flawless her stitching was. Though, looking back, Payton doesn't really remember anything being wrong with the clothes her Aunt May made. She used to be a seamstress after all.

"I can't ask you to do that." She says firmly, though, albeit gently as not to hurt her friend's feelings.

"You didn't and I know that which is why I'm doing it anyway." He replied almost haughtily.

"You're crazy."

"Very very. And I am rolling in the titles today. First saintly, then gentlemanly, now I'm just a crazy person." He joked.

"Oh yeah, you're a big ol saintly gentle crazy man. Bask in your greatness." Payton mock grunted while Harry preened at the nonexistent compliment.

"So true. But you better make up your mind quick before I get something you'll hate."

"You can't do that."

"Too late. Already doing it." Harry smirked as he whipped out his phone already pulling up god knows what to purchase from lord knew who.

Payton watched him uneasily. Why did she have to be friends with a stubborn rich kid?

"Do you like Barbie girl pink or periwinkle blue. They both are just so you if you ask me." Harry grinned wickedly as he kept scrolling through the colors.

"I hate you." Payton glared.

"Love you too now decide oh indecisive one." He was enjoying this. It was so obvious from the sparkle in his eyes and the mischief therein.

"Harry."

"Payton."

"Aunt May is going to flip." She grunted as she held her chin in her hand and sighed, a long suffering thing, much to her friend's amusement.

Once again it was way too much. Harry, of course, didn't see it that way. He simply saw it as helping out a friend, albeit forcing her through painful humiliation by talking - yes, speaking actual words and not grunts or squeaks - to her long time crush. But what was she gunna do? It was Harry.

And though she's thought about it before, not accepting it would just be rude. She'd had this debate with herself numerous times since Harry became her friend. His dad was Norman Osborn. A big wig CEO of Oscorp Industries. Yes, _the_ Oscorp Industries. Meaning that Harry could have anything he wanted and pretty much did which is why getting his friend a brand spanking new phone that probably came equipped with a small robot that would cook her breakfast and do her laundry wasn't such a big deal. Hence, why Payton felt uneasy. She was the lowest on the totem poll, always would be compared to Harry Osborn. All she could do was go up while Harry was already above the clouds financially. Except she probably wouldn't. Probably not ever, and she was okay with that. Except for moments like this.

"Tell her it was a birthday present." He offers.

"My birthday isn't for another four months. And besides she's still reeling from the last birthday gift you got me."

"I thought she loved the Wii I got you."

Payton stared at her friend like the crazy person he was. "Not after you got me a huge home entertainment system to go along with it. Also after letting me 'borrow' a perfectly working Xbox and a whole stack of games." She used the appropriate finger quotes over borrowed.

Harry grinned. "Which we made great use of." Payton narrowed her eyes at him like he was an idiot. "What? I hate playing by myself."

"Attention whore."

"Extremely."

She smiled at her friend, knowing he really couldn't help it. He had a platinum credit card for a reason, he'd always say. Plus he loved spending his money on his friends. And from what Payton gathered it was mostly just her. She wasn't sure if it was because he felt bad for her or if he genuinely wanted to dote on her or whatever. Either way it made her slightly uncomfortable.

"I figured by now you would have learned that there is no saying no to me."

Payton rolled her eyes, then crossing them with a loud groan. "Okay fiiiiiine. But only because I know you'll pick the most sickening color if I don't."

"I personally prefer the puke green myself."

"You would."

Harry winked as he popped another fry in his mouth.

* * *

It wasn't until six period that the 'deal' was brought up again and by then Payton had managed to forget about it as she threw her all into her studies like she was known for. She was a nerd after all.

"So I'm thinking tomorrow on the field trip." She heard a voice say casually. Payton looked away from the board and turned to her friend who was sitting next to her. His voice was low so that the teacher wouldn't suspect anything but she was pretty sure that at least the guy in front of her could. Payton leant over slightly, keeping her voice quiet.

"What?" Payton looked over at him, confused.

He always seemed to spout random questions and thought blurbs out of nowhere that sometimes she couldn't help but sound like 'what' was the only word she knew. And she was supposed to be the smart friend.

"You know, the field trip." He waggled his eye brows oddly, probably emphasizing something, Payton figured. Though she had no idea what because her friend was just crazy.

"_You know_," He emphasized. "So you can _talk_ to _people_ on the _field trip_."

Granted it took her a few seconds to figure out what he wasn't saying instead of what he was but she eventually understood. With dread.

"I don't know." She said nervously.

"Hey. Can't back out now, man. Your prize has already been purchased and no doubt shipped thanks to the wonder of express shipping." He waggled his cellphone as if that was all the proof she needed for how utterly doomed she was to her fate.

"Why would you do that?" She whisper-hissed as she snuck a glance at the teacher so they wouldn't get called out on. Would that mean she'd have to talk to her sooner? Like tomorrow? Holy frack!

"So you can talk to her tomorrow and fall in lurrrve." He drawled with a huge smile.

_Yup. That's pretty soon._

"I can't believe I let you talk me into this." She murmured miserably, burying her head in her hands.

"I will begin by taking all forms of thank you's and praises you feel like bestowing upon me. Cheek kisses are also welcome but aren't expected." He was loving this.

She actually facepalmed and her friends unmistakeable laughter was hushed behind his hand.

"Wow. I'm friends with the biggest dork on campus."

"The best dork ever, you mean."

"Same thing."

Harry grinned widely. Payton rolled her eyes at her friend's smiling face as she just shook her head and went back to her notes, though she honestly couldn't bring herself to focus anymore.

* * *

**|Parker Residence|**

Payton felt exhausted after the day she had and yet she couldn't help but think into the late hours of the evening.

All she could do was lay on her bed and stare at the glowing stars on her ceiling that her uncle Ben helped her put up there when she was seven and she was going through an astronomy phase.

She wondered - frustrated over - what she was going to do, what she was going to say to the ever unattainable Quinn Fabray.

Harry hoped for something to happen, or he was simply trying to make her braver, she wasn't sure. But by backing out now she would be admitting that she was too much of a coward to act on her feelings. Which she kind of was given how long she's had them. But Payton was a practical creature, she knew she had a very slim chance of garnering any friendly reaction from Quinn much less intimate ones.

She was referred to as the HBIC for a reason after all.

Payton had a better chance with someone like Rachel Berry than she did with Quinn Fabray. And that's while considering that Rachel has been goo goo eyed for the vertically ambitious Finn Hudson since freshmen year.

Payton scoffed at her chances; which were dwindling before her very eyes. That's why moving into the city, away from Queens all together, seemed like the best plan. Starting fresh, starting over. Best plan ever in Payton's opinion.

_And besides, it's just one field trip where I _might_ talk to Quinn. __It's not like anything is going to change for me. I'll still be Puny Parker until the day I die._

_A stupid field trip isn't going to change that._

* * *

**So how was that? Good? Bad?**

**Next issue: Payton's world changes in ways she never could of imagined: and all it took was one single bite.**


	2. Issue 2

**Disclaimer: I neither own Marvel and those recognizable characters therein nor do I own Glee.**

**I would have liked to have done how Mary Jane originally met Peter in the comics, through his Aunt May and her Aunt Anna but it didn't seem realistic given the gay thing. Sooooo here ya go!**

**If you had read chapter one and were wondering why Brenna was no where to be seen. I changed it. I thought Payton was a better fit given that Spider-Man's initials were P.B.P. It was just a personal preference. Sorry to confuse anyone.**

**Anyways - on with the show.**

* * *

**The Amazing Spider-Girl**

**|Issue #2|**

**The Field Trip**

* * *

**|Oscorp Industries - The field trip|**

"Lookin' good, Parker. Could look better but I guess this will have to do."

Payton rolled her eyes at her friend. She loved him but he could be such a dick sometimes. She took in her outifit, suddenly feeling self-conscious now that her attire had been brought to someone's attention. She really wasn't up for anything fancy but she still couldn't help wanting to dress...nicer than she usually did. For the trip of course...and maybe for Quinn too. Okay it was mostly for Quinn. Even though the blonde didn't even know her well enough to care, Payton still chose to dress like this for some stupid reason.

She wore a long cream colored blouse and black leggings. She was shooting for nice so the leggings weren't ripped like she usually wore them. A red cardigan and black low rise converse completed the ensemble. She thought she looked pretty good.

But even with Harry's less than stellar review, Payton chose to ignore him. The boy had an opinion for everything so she didn't let that stop her from liking what she decided to wear.

"This is it. This is the day where all your explicit dreams come true. Can I get an amen!"

_Oh boy._

Payton gritted her teeth at her overly excited and very _loud_ best friend. Other students and passerby-ers were beginning to give the boy strange looks, and seriously, she couldn't blame them.

He was much more excited about this whole thing than she was. Like ten thousand times more. So much so that she was almost tempted to sniff his Starbucks coffee.

"You're gunna get a jolly slap to the face if you don't shut up." Payton hissed. "Santana keeps looking at me like I'm a tasty piece of meat she wants to gnaw on, so..._shh_!" Payton glanced over nervously to said Cheerio, the Latina's intense gaze making her skin itch.

Harry looked over to the Cheerio in question and shrugged.

"Oh, so you finally realized that. I know right, I swear its all just sexual tension-"

Payton snapped her eyes at her friend and scrunched her face up at his words.

"What? No. I mean she's going to come over here and torture me if you don't pipe down. You're drawing attention to us."

Harry looked down at his friend and shook his head almost fondly, smiling at her.

"You and your overwhelming need to be invisible. I so don't get it."

Payton grunted.

"If you had to deal with the crap I go through on a daily basis you'd understand." She griped.

Harry frowned sympathetically, his hand gently laying on her shoulder, squeezing in comfort.

"Hey, yeah. Sorry."

"Whatever. When does this tour start?" Payton decided a subject change was in order.

Harry shrugged, seemingly bored at the mention of why they were actually there.

"No idea. I'm just glad that this gets me out of class for the day."

"Aren't you at all excited about seeing the kind of work your dad does?" Payton wondered curiously. They were taking a tour of Oscorp today, one of the leading industries in science and technology. They haven't allowed a tour like this in years and Midtown High was lucky enough to procure one after Norman Osborn himself offered the facility for the day, lunch and other expenses were being paid for as well. A swanky transport shuttle even came and picked the kids up and everything. Payton was excited about the whole thing while Harry just seemed embarrassed and annoyed. So maybe asking such questions wasn't the best idea now that Payton thinks about it.

"Nope. And it's not so much work as it is how can I make more money off the backs of others." Harry retorted.

Payton frowned. Harry's dad was a touchy subject but not always though. Which was weird because Harry usually was hot and cold on the topic. Today he was apparently cold. Very cold. 'Ice berg cometh' cold.

"Oh...sorry." Payton murmured awkwardly.

Harry glanced at her and smiled, shrugging. "No big. You didn't do nothing."

"Right.

Harry shook his head, his trademark mischievous grin making another appearance as he apparently planned to ignore the previous heavy moment entirely. Which was alright with Payton.

"Okay, so you work on your pick up lines so you can talk to your future wife today. By the way, just so we're clear, I'm so the best man."

"You are not my best man and seriously, volume!" Payton hissed as she yanked his arm down, causing him to bend down and chuckle.

Harry straightened up and pouted at her, bumping her shoulder. "But I'm your only friend."

Payton sighed. "You are _such_ a child."

Harry laughed loudly until he was hushed by the teacher.

The tour started about ten minutes later and most people were using that time to goof off. Naturally.

Payton, however, was soaking it all up with immense fascination. She loved science. Loved the complexities of it and the simplicities as well. The part of the tour that featured the genetic lab was something of a wonder, to Payton at least. She was curious if they were actually in the research lab itself or were they in a more less invasive area for the tour. That way someone like Finn Hudson doesn't trip and fall on something acidic or combustible and blow up everything. Stewing in that knowledge she glanced nervously around the many test tubes and beakers and hoped to anyone listening that Hudson managed to walk a straight line for the rest of the tour.

The woman giving the tour was currently explaining the process - or rather, theory at this point since it has yet to be perfected - of cross species genetics. In theory if a rat with a severed leg was to be given the specific gene that allowed a lizard to grow back its own severed limb then the rat would be able to harness that gene and grow one for itself. In theory. If this was to be made reality then the face of medicine would dramatically change.

As far as they were able to determine, changing the genetic make up from a reptile to fit that of a mammal was proving difficult.

Next the tour guide showed them to another room; the aranea. She began to explain the different species of spiders they had kept in glass boxes by how the monitoring system that regulated temperature and light for each box worked. The researchers there were harvesting the webbing from specially modified spiders as part of a research study on tensile strength and durability

Even this was fascinating to Payton who had always had a secret love for the little things, much to her Aunt May's disdain. She was always called forth to kill them if they were found, or in Payton's case, whisking them back outside. Though she doubted that would stop them; if they got in once they'll get in again. Though explaining that to her dear aunt would just give the poor woman a heart attack so Payton kept her mouth shut and just played the happy spider slayer slash rescuer. She was totally fine with coexisting with them instead of squooshing them under her sneakers.

The tour guide was happily explaining the process of cultivating the webbing from the spiders when Payton mind began to wander. She imagined what it would be like to work here, doing this everyday. She found herself smiling. She'd always had a niche for science and math. Those subjects just came easy to her, a trait she apparently shared in common with her father. Uncle Ben would say that her father had the same passion for science like her. _'A real brainiac,'_ he'd tell her. She'd always feel a huge sense of pride whenever she'd hear that.

Of course, that is, until she would remember why she'd have to be reminded of such things. Because she might forget what her parents were like, or what kind of people they were if she didn't have her aunt and uncle to tell her.

Payton shook her head roughly.

She felt a nudge to her shoulder and looked up to see her friend grinning at her.

"Hey. Now's your chance. Go get your girl."

Harry pushed her forward, making her stumble and almost run into the very object of her affections. Then she felt a body collide with her and she held on so she wouldn't fall.

"Oh my God," Payton's eyes widened in horror. "I'm- I'm so sorry." She held on to the delicious body in her arms for a moment more than was probably necessary, or normal, and then finally pulled away completely, her cheeks bursting with heat.

The blonde was about to snap at whoever almost ran her over before noticing the girl that ran into her was the very girl that Santana was so obsessed over. And who the Latina was griping about just this morning.

"Are you alright?" She said instead.

Payton blinked as if she had spoken perfect Vietnamese.

_Am I alright? I ran into her!_

"Um yeah. Yeah I'm fine. I'm so sorry about like, getting all up in your business. My friend, um, was being so very very stupid and I ended up losing my balance. Did I mention I was sorry?"

The beautiful blonde laughed at the burst of words. She was almost bad as Berry but the blonde could tell that the girl was embarrassed if not nervous.

Payton didn't know how it was possible that she was blushing even more than she already was.

"It's fine. It was an accident. See, no harm."

Payton nodded and smiled shyly. _Except__ to my crumbling self esteem, yeah. No harm. Ha ha._

"Hey, um, since you're here, is it...is it alright if I take your picture?" The blonde raises an eyebrow and Payton motions with her camera. "For the school paper. I need one with a student in it."

"Oh. Oh! Right. Sure." She begins to smile at the girl and Payton seriously thinks its the most beautiful thing she's seen all day.

"Benji, right?" Quinn asked and she gets closer to one of the exhibits.

Payton froze at the nickname Santana oftened used to make fun of her middle name.

"Payton." She corrected softly. "It's Payton."

Quinn's eyes widened, confused for a moment. "Oh. I thought it was-"

Payton grimaced at having to explain and she felt her face heat up.

"Um no, Santana, um...calls me that. But I don't really like it."

Quinn nodded as if she understood, which she probably did since she was best friends with the Latina. "Sorry then."

Payton's eyes widened at the apology and blushed as she wallowed in her sudden discomfort. Quinn of all people shouldn't have to apologize for Santana's deeds.

"No it's- it's okay. You couldn't of known."

_Because how could you know I existed if it wasn't for Santana's constant torture?_

Quinn seems to smile sadly at Payton's stammering. Realizing this, the girl clears her throat and adjusts her camera, remembering the reason why Quinn was even talking to her.

"If you could just-"

Quinn's frown disappears as she sees Payton's attempt to get back on track and she stands up straighter.

"Yeah sure, so how do you want me?"

Payton, much to her horror, felt her face flush at the innocent question. Mortified at where her brain just went she clears her throat again and focused completely on the camera in her hands.

Looking through the lens instilled that same raw confidence she wished she felt once she managed to put the camera down. She could look through and see so many perspectives, so many angles and colors and shadows that most people just walked right past or never bothered to find.

What she saw through the lens still managed to take her breath away despite her temporary confidence. She wasn't really surprised with what she discovered. Quinn, apparently, didn't have a bad side. There was no such thing when it came to Quinn Fabray. All she had were good sides and they were all breath taking in Payton's opinion.

Payton snapped a few photos as she watched Quinn smile at the camera. She pretended to read the pamphlet they were handed at the beginning of the tour, **OSCORP INDUSTRIES** boldly written in the front for the viewer to see, and she smiled at the exhibits of enhanced spiders as they skittered this way and that in their boxes.

Payton wondered briefly if she was actually interested in what she saw or if she was faking it for the camera. Either way, she had no doubt that the pictures would come out beautifully. Payton even snapped a pretty impressive picture, if she did say so herself, of Quinn's expression as she stared in wonder at one of the spiders in their tanks.

At this rate, everything was going so well that she debated making small talk, but had no idea where to start.

'_So how about that sun huh? Bright right?'_

Utter. Fail.

_No no, Harry said no weather talk. Damn him. That could have totally worked. _

No it couldn't. She was so screwed!

Payton snapped a few more as Quinn turned her back to face the researchers hard at work, oblivious to Quinn's studious expression.

She felt her lips curl at the sight in her view finder. These were going to come out great.

"Can I see them when you're done?"

Payton looked up from her camera, still grinning. Quinn had turned back around and was watching Payton silently, her own smile eventually appearing on her face, sweet and pleasant. "The pictures. Can I see them when they're developed? I know not all are going to make it into the paper, if any of them do. But I wouldn't mind having a look."

Payton smiled. "Uh, yeah. Sure."

"Cool." Quinn smiled. Payton loved that smile.

"Fabray, right?" Payton grinned slyly as she mimicked Quinn's earlier inquiry.

"Quinn." The blonde smirked, following the joke.

"Well it's nice to meet you Quinn," the brunette said, sticking her hand out. _Even though I've known you practically my whole life. And my Aunt even knows you. But obviously you don't even remember._

"Likewise." The blonde smirked as she held Payton's hand warmly in her own. Quinn looked back and noticed the slowly retreating group of students. "I'd better get back. It was nice meeting you though."

"You...too." But the blonde was already gone.

Payton sighed.

Dang it. Could she count that as a successful conversation?

"So, how'd it go playa?"

Payton gave her friend a look before rolling her eyes. He was such a weirdo. "Well she knows my name now."

Harry pursed his lips as his brows frowned at her in a humorous way.

"Uh, that's... progress."

Payton groaned.

"Dude, she thought my name was Benji."

Harry hissed through his teeth. "Ouch."

Payton nodded but shrugged. "But hey, like you said: progress, right?"

"Totally." Harry grinned encouragingly, bumping his shoulder into hers.

"And there was no mentions of the weather at all, even though I had a brilliant opener, might I add."

Harry had a doubtful look on his face. "Which prolly sucked."

Payton waved off his comment like it was a fly. "It was made of all things awesome, I assure you."

"Hmmm nope. Don't believe it." She rolled her eyes playfully, but stayed silent, not wanting to admit how truly awful it was.

"Now," He grinned wickedly, "we can work on getting her phone number."

Payton's face paled. Harry laughed at her horrified expression.

She shook her head, hating her friend and his persistence and just because of how utterly annoying he was for all of five seconds before she let the hot air deflate out of her in a whoosh.

She resigned herself to her fate and looked passed Harry's shoulder at the rest of their class.

Harry noticed too and made to leave. Before he could take another step, Payton tugged on his jacket sleeve gently, earning his attention.

"I'm just gunna get a few shots in. I'll meet up with you."

Harry nodded. "Cool. Don't take too long. Kravits will kill you if you get separated."

Payton nodded absently as she adjusted the lens. "I'll be good, promise."

"Hey, you break it, you buy it." Harry grinned before walking off with the rest of the group.

Noticing a good shot of one of the spiders pressed against the the glass and the Oscorp logo against one of the adjacent walls, seemingly suspended right next to the spider, Payton snapped a few photos in excitement. So engrossed in her passion that she didn't even notice the feeling of something crawling on her arm and up her hand.

A sharp gasp left her lips as she felt a searing sting shoot up her arm. She jerked her hand in reflex. A red and blue spider went flying into a wall but it eventually got up and crawled slowly away underneath some equipment.

_Damn. Shit that burns._

Payton took her hand in her other and inspected the wound. Two puncture wounds stared angrily at her on the top of her hand near her thumb. Payton hissed through her teeth as she waved her hand as the burning continued. Forgoing the rest of the pictures, Payton made her way back to the group, cradling her hand as she went.

* * *

Every inch of her body ached and screamed for her to keep still.

She wasn't really sure how she made it home or what she might have said to her aunt and uncle when she walked in the door, but she really couldn't care at this point. She was in so much pain and the fatigue she felt had her dragging her body up the stairs and into her room.

Her muscles felt like they were being stretched like elastic, tense and yet rubbery at the same time. The sensation of being flexed beyond its limits and then snapping right back into place were firing throughout her entire body. As well as a burning sensation almost made her think, in her sluggish haze, that her tendons were being slow roasted.

She had begun feeling hot and cold all over, but she didn't care. The heat was the worst so she roughly divested her cardigan and shirt, hearing an audible rip for her efforts. Her skin was sallow and clammy as she swayed on her feet and her vision, even with her glasses, was no better.

The hazy, swirling image of her bed came into her view and she stumbled over to it. Her stomach roiled as she tried to bend over to lay down, the Earth spinning like a manic tilt-a-whirl as she struggled to regain her precious equilibrium.

Eventually, her legs couldn't hold her weight any longer and she had no choice but to crumble onto her bed. She stayed like that, her chest blooming and deflating up and down quickly as she struggled to get enough air in, the rest of her body however remained stagnant. She could literally see the muscles in her otherwise limp forearm shivering under her skin and she felt nauseous at the sight.

She wanted to vomit and scream and cry through the pain but she was so exhausted, felt so beaten down, she distantly wondered who was going to find her body, because surely she must be dying.

_I'm sorry Uncle Ben ...Aunt May..._

Then she felt her world go dark.

* * *

**Let me know what you thought in a review. :)**

**Next issue: "****Okay so maybe she was feeling a little, odd today but honestly, she really wasn't complaining. Not even a little bit. She felt amazing. Incredible even. Like she could take on the world with just her pinky!"**


	3. Issue 3

**Disclaimer: I neither own Marvel and those recognizable characters therein nor do I own Glee.**

* * *

**The Amazing Spider-Girl**

**|Issue #3|**

**Metamorphosis**

* * *

**|Parker Residence|**

A groan filled the space. Morning light filtered eagerly through the blinds and the soft material of the blue curtains hanging there.

The prone female form on the bed grumbled unintelligibly under a pillow, huffing and kicking at invisible intruders trying to coax her into wakefulness.

Abruptly, a shrill ringing had her bolting upright, dark eyes scanning the area furiously, alert and almost frenzied as the search for danger continued.

Blinking rapidly, dark eyes lightened to natural hazel before glazing over slightly.

_Whoo. Head rush._

_Okay, slowly ...slowly... does it._

Payton groaned as she carefully pushed herself into a more stable upright position, her hand lifted up and cradled the side of her head.

_Dude. Did I lose a fight with a semi or am I having a Hangover moment? Not that I've ever had a hangover so...yeah. Not sure what to do here._

Payton grunted and hissed as she straightened her spine, her muscles strained, groaning and stretched as she elongated herself in that familiar morning ritual that was so ingrained in her at this point.

_What happened last night?_

Yesterday was a big freaking blur. She couldn't remember much after the field trip. There was a huge hole where the rest of her afternoon and evening should be. Payton wanted to brush it off and blame it on just the excitement of the day catching up with her because obviously she went straight to bed after she got back, but in the back of her mind she couldn't help feeling like she was missing something vital. Something important.

Shaking it off and promising herself she would revisit the topic later, she got up from her bed. She stumbled, only slightly, and then righted herself. She was still wearing the clothes from yesterday. Well, half of them. The fact that she slept like this and not just in her clothes but couldn't remember ever taking her shirt off was troubling.

Grimacing at the shriek of noise by her bed side, Payton slapped the off button on the clock, not even noticing the sound of a cracking plastic and fizzle of electricity, the blinking numbers suddeny disappearing.

Payton got ready in a daze. Her movements were sluggish so she figured she was just still tired though she also noticed that she felt deliciously sore. The kind of sore one would acquire after a successful workout, though Payton, honestly, wouldn't know the difference. All she knew was that she was aching but simply deduced that she merely slept awkwardly.

It was cold this morning, Paytom noted. Throwing on the closest shirt on the floor that didn't look like it had been rolling around inside a vacuum cleaner, one that she briefly noted she had worn the night before last to bed after her shower, Payton made her way into the bathroom.

Her hair was a hot mess as she looked at herself in the mirror, her eyes held at half mast and her eyeliner smudged. "Such sophistication, Ms Parker. What is your secret?" She told her reflection humorlessly, distaste coloring her words.

Payton picked up the tube of toothpaste and applied pressure to squeeze out the minty freshness.

Minty freshness then splattered all over the mirror.

Payton blinked lazily for a moment, frowning, before swiping the stuff off the mirror and onto her toothbrush and resuming her routine.

_That was odd. Stupid tube._

Payton made the effort, as lazy as she was feeling, to pull the fabric of her shirt away from her arms. The material felt tight where it once felt loose and baggy. Weird.

She didn't have an answer for that either and it was just something else to add to the list.

Shrugging at her reflection, Payton bent over and spit into the sink and rinsed her mouth out. She placed her toothbrush down and...

Placed her toothbrush down...

_What the-?_

Payton tried to flick the toothbrush from her open palm. Even going so far as to waving it around frantically. It didn't move.

_What the hell?_

Payton shook her hand harshly again but the toothbrush would not budge.

Finally prying the plastic stick from her wide spread hand, Payton peered at it with mild suspicion. Dropping the toothbrush into the sink, Payton flexed her hand and rubbed her fingers in the same hand against each other. Nothing. She then rubbed her hands together but still felt no resistance or any sort of substance lingering on her fingers or palms. Shaking her head and muttering, "weird," under her breath she washed her hands anyway and began getting dressed.

So she had a sticky hand today, whatever. No big.

She shook her head.

That sounded weird even in her own head.

Noticing the time, she hurried to get dressed, and barely looked at herself in her closet mirror. _Shirt. Check. Pants. Check. Shoes... ... um, dang where are my shoes?_

Instead of the intended pair she was looking for, Payton grabbed a black pair of converse and put them on and rushed downstairs.

Her hurried thunder stomps down the stairs clued her parental figures into her arrival. Both faces held concern and surprise as the teen dove into the fridge, grabbed what she could get her hands on and with a quick kiss to both her confused aunt and uncle's cheeks she fit her skateboard under her arm and headed out.

* * *

**|Midtown High|**

"Whoa. Are you okay?" She was aware that that wasn't the first time he had asked her that. She just chose to ignore it after the first slightly insulting way he asked it the first time.

"Hmm?" She wasn't really giving him much attention and she could tell that Harry was beginning to get annoyed.

"Yesterday you looked like crap. I figured you would have gone home and stayed in bed."

_Gee thanks Harry. My dwindling ego can't thank you enough for that._

"Uh no. I'm fine. Awesome in fact. Really awesome." Which was true. She felt great.

Harry looked at her weird but Payton didn't notice.

"God when is lunch? I'm starving."

Harry hiked an eye brow.

"Um...okay. We still got, like, four more periods to go dude. Are you sure you're alright?"

"Yeah yeah. Fine. Why?"

"Because no one is ever that excited about school lunch. Especially not you. I think you once described it as starch flavored poison on a stick."

Payton gave her friend a hard glare, that still spoke of her insurmountable patience when it came to dealing with him.

"No, that was when you ate that questionable corn dog at Coney Island that one time. Which you totally got sick from."

Harry waved her off, "Seriously though, there's something different about you." He began stroking his chin thoughtfully as he surveyed her.

The girl shrugged.

"Don't know why. I'm pretty sure I've worn this shirt a thousand times. Two thousand in fact." She pulled the red material away from herself, noticing once again that it felt a bit tighter in areas, especially her arms.

Harry nodded as if he was contemplating that exact same thing she had mentioned.

"Yeah, and I still hate that shirt by the way." He pointed a finger at said garment and scrunched his face.

She rolled her eyes.

"How could I forget? You never miss an opportunity to tell me."

"You wouldn't love me so much if I wasn't honest." He retorted, smirking, appearing amused at her irritated expression.

"Yeah but I'd love you a little bit less if you were douche bag. Don't be a douche bag." She glared pointedly.

"Oh, you should put that on a poster." He chortled.

"I think I will." She shot back.

"You should." He sniffed.

"Okay then."

"Okay then." He mimicked.

She glared at him.

_Douche bag._

"Now back to what I was saying."

"You were saying something?" She deadpanned.

Harry ignored her.

"No, it's not the shirt. Just- _something_." He waved his hands about unhelpfully.

"Yeah cuz that makes a whole buncha sense." Payton rolled her eyes.

"It'll come to me." He muttered, dismissing her comment.

"Okay, well while you're being annoying I'm heading to class now."

"Is it the hair? You did something to your hair, right?" The girl shook her head.

"No Harry." Payton sighed in slight agitation as her friend trailed behind her.

* * *

She made her way through the day with a pleasant smile on her face. Which only got bigger when she noticed Quinn had turned her way at the other end of the hallway and actually smiled at her. It was a soft thing, barely a happy mention but it had stolen Payton's breath all the same. She couldn't help the beaming smile on her own face and waved.

The blonde's smile only widened and she waved back too, albeit more subdued, and more amused than anything.

She noticed the blonde say something to a dark haired girl with zebra print leggings and a bright pink polo shirt before turning her gaze back to Payton and making her way over. Payton's heart began hyperventilating or seemed to be having some sort of fit inside her chest as the fluttering in her stomach raged into a hurricane the closer Quinn got.

That was when Payton felt the oddest sensation at the base of her skull and it only proceeded to envelope her mind, like an alarm going off. _The hell._

A flash of red and swagger entered her few and Payton knew without seeing a face that she was in trouble.

Sparing a glance at the blonde, Payton made her way down the other end of the hall.

Harry had warned her that Santana was looking for her in a text message once she reached her class. She had cornered him after third period and demanded to know where she was. Thankfully, he hadn't said a word. But to Payton's dismay he said not knowing where she was seemed to irritate Santana even more.

Eventually, she'd find her. But Payton was making it difficult, and she'd be lying if she said she wasn't enjoying it, loving it. It's like she knew just when to duck out of the way of getting caught in Santana's cross hairs.

She'd get this sensation at the back of her head and she'd just _know_. She'd managed to sidestep Santana's hand as she made to grab her after the bell rang in Chemistry and again in the hallway, as she let the crowd consume her, swallow her whole and more importantly out of reach of the Latina.

Okay, so maybe she was feeling a little odd today, but honestly, she really wasn't complaining. Not even a little bit. She felt amazing. Incredible even. Like, she could take on the world with just her pinky!

Besides the weirdness this morning that was getting ready for school, she had no real concerns. Should she be more hesitant about touching flat surfaces or oral hygiene utensils? Yes. Probably.

But she was in such a rare good mood, a genuine happy and confident feeling when thinking of today, that she didn't want to care about what could be wrong. Not right now.

But if everything would stop sticking to her hands she would be just dandy!

Payton grumbled as she made her way down the hall during her free period. She had been planning on hitting the library as was norm for her. Now she had this to deal with before she could make her way there.

"Crap. Not again." Payton bemoaned as she felt that familiar suction from this morning across her hand. Her skateboard conveniently nestled against her palm.

"It's Payton, right?"

Payton jumped, as the pleasant voice snapped her out of her complaining, and turned around, fumbling uselessly with the piece of scuffed and grafittied wood in her hands...hand.

"What? Oh, uh, yeah. That's me." The brunette furrowed her eyes, curious, as she took in the girl in front of her.

Rachel Berry smiled a winning smile and stuck out her hand.

"Pleasure to meet you. Rachel Berry."

Payton glanced at the small hand wearily before reaching out her own hand.

But surprisingly, it didn't stick. Which Payton was extremely grateful for.

"Payton Parker."

"I know." Rachel smiled.

Blushing, and not knowing why, Payton looked at the girl confused. No one knew who she was. Not by name anyway. Benji was usually her go-to moniker and she didn't pick it for herself. Nor did she want it.

"You're on the student paper right?" The way she made it sound it wasn't really a question.

Payton wasn't too sure where this was going so she just nodded, surreptitiously hiding her stuck skateboard behind her back.

"Uh, I just take pictures. But uh-"

The tiny brunette beamed. "Perfect! I was hoping I could procure your services for something very important."

"Um, you'd have to talk to Jimmy about anything you want in the paper, I just-" the smaller brunette shook her head.

"No. No I only require a picture. A few pictures actually, and given your skills with lighting and quality I want only you."

Payton found herself blushing at the compliment and the very raw conviction in which she delivered it.

Gosh, does she always talk like this?

"Um I uh- I'll just check the 'ol schedule and get back to you."

"Excellent! Here's my number in case you need to reach me." Rachel stuck her hand in her bag and didn't even have to dig, as if she knew exactly where it was, and pulled out a small card.

"Oh, uh cool." Payton looked at the very real business card of one **'Rachel B. Berry'** and couldn't help but smirk. It was actually pretty and the letters were embossed in gold and black font, the script clean and curved attractively and a gold star sat smack dab in the center underneath the girl's name.

"Feel free to call or text me day or night. I look forward to hearing from you." Then Rachel flashed Payton a mega watt grin that had her staring in awe for a moment and turned on her shiny black flats and left.

"Wow."

_Alrighty then._ Payton pocketed the card and pulled the board from behind her back. She watched her hand a moment, flexing her hand, and feeling the suction sensation fading, the board dropped from her hand and almost clattered to the floor, but was saved by Payton snatching it mid air.

The girl blinked. Stunned by herself.

_Um, we're going to need to revisit that topic again. Yup. Real soon._

School was the last thing on her mind. Her feet carried her through the exit and all she could think was, _what's happening to me?_

* * *

**|Parker Residence|**

"What are you doing home?" The kind voice Payton had grew up hearing since she was little held her still by the front door. Payton looked at her aunt closely, noticing the flour scuffing her cheeks delicately. Payton smiled to herself at the sight before she realized she was being given a suspicious look by her aunt. Which wasn't very severe because she wasn't known to invoke it often.

"I uh- I felt really sick so I came home. I'm sorry I didn't call." She apologized and her tone was sincere and remorseful.

"Again?" The woman walked up and reached over, the top of her hand was dusted with white powder as she placed it gently against the girl's forehead.

"You do feel feverish. Okay, go lie down and I'll go get the thermometer."

Payton turned to go but Aunt May's next words stopped her.

"Where are your glasses?" The look she was giving Payton made her cringe with guilt even though she didn't know why. It just screamed disapproval.

"My glasses?" Payton lifted her hand to her face.

"Yes those things you wear so you don't run into walls and break my vases."

The distinct lack of framework on her nose had her pausing. Her glasses. She hadn't worn them today. At all. She hadn't needed them. But- but she hasn't seen 20/20 in...ever! Like never ever!

_What the hell was going on?_

She needed to go to her room. She needed to figure this out, research, pull her hair out, _something!_

Throwing out a non answer at her aunt and a placating kiss to the cheek she sprinted up the stairs.

Seriously, she had been walking around sans four-eyed and Harry didn't notice? Payton scoffed as she opened the door to her room and dropped her bag and skateboard by her closet.

Now that she was aware of it, she was desperately hot.

She hadn't been feeling the hot and cold flashes like she did yesterday but she did feel pretty toasty off and on today. Deciding that now would be an appropriate time to take off her shirt and bask in the wonders of air conditioning, Payton reached for the hem of her shirt and pulled it off.

_Ahhhh..._

_Soooo much better._

Payton opened her closet so she could put the dirty shirt in her hamper she kept in there. That was when she saw it.

Or rather, herself, in the mirror.

"Holy shit!"

* * *

**Holy shit indeed. lol.**

**So who here saw the Spiderman movie? Amazing right? Pun totally intended. Let me know what you guys thought of the chapter and the movie if you've managed to see it yet.**

**Next Issue: "How could one spider do all this? It was impossible. Highly improbable and no doubt insane. But knowing all she had done and all she had yet to learn she could do, Payton did not mind being a touch off her rocker."**


	4. Issue 4

******Disclaimer: I neither own Marvel and those recognizable characters therein nor do I own Glee.**

* * *

**The Amazing Spider-Girl**

**|Issue #4|**

**Changes**

* * *

She's not sure what's worse.

Knowing that after everything today this is the first time she's truly noticing anything different, or seeing the difference and knowing that nobody noticed either.

She shakes her head roughly. Once. Twice. A third time. And looks again at herself.

"Holy...shit..."

She really can't stop saying it. No matter how much she's tried to come up with something else. Though, she tries to cut herself a break since eloquence and wit aren't really on her top priorities right now.

She's taken to blinking now. Rapidly and without stopping. She's not sure what this will solve but she can't seem to come up with anything else to do to make the image in front of her make sense.

Nothing changes.

"Holy fucking shit biscuits!"

Now she sounds like she has no sense.

_Because, I mean, damn..._

Payton pokes at her stomach, or more accurately, her very defined abdominal muscles. She stares with her mouth open for a long moment, absently prodding them and half expecting them to be like, "ha ha just kidding" and deflate back against her body.

Her obliques are attractively ridged and she just looks, all around... _powerful_. When did this happen because that certainly wasn't a word she would ever associate with herself.

She felt like if she opened her eyes any wider they were going to pop out of her head and roll like spotted marbles across the floor.

_You definitely weren't here yesterday._

_And _you!

Payton's eyes widened almost comically.

_Where did you two come from?_

Did her boobs grow?

Payton felt a blush rise up her cheeks, one that bloomed and spread down her neck a bit. She directed her eyes elsewhere for a moment, as a way of gathering her thoughts. Her mirror held pictures and movie stubs and other sentimental paper paraphernalia tacked underneath the edges of the frame. Her face contorted into something confused and bewildered and basically the same expression she's been wearing for the past twenty minutes but times thirty.

Because, didn't that ticket stub of 'The Family' on the mirror used to be at eye level? Now it was sort of below.

_Holy moly what the hell is going on?!_

She felt the need to pull her hair out.

Payton really gave herself a good long look in the mirror. Her chest was indeed, uh, bigger than before. Maybe the best description is it seemed more firm? And her abdominal muscles were a dream. She had always wanted a body that was well taken care of and strong and here she was. Toned and lean and defined beyond anything she thought was possible. And...and overnight?

Her head was going to explode.

It was going to pop like a balloon. She was sure of it. Yup. Just- _boom_!

Her hand went lower down her body, she was in awe. It's like it wasn't even her body anymore. Yet there were the same freckles she had all her life. The one right next to her belly button was definitely a dead giveaway.

Her fingers traced the V below her abdomen, and she noticed how it dipped low into her pants and that it was rather pronounced compared to what it looked like before but was subtle against her female body.

Then came her arms and her eyes got bigger.

It was obvious that there was strength there. She watched as her right bicep bulged as she bent her elbow up. But relaxed into a subtle long curve as she let her elbow drop again.

_And you went to school like this where everyone - okay not _everyone_ - but some people - okay only Harry - kept asking about how you looked - and this was why, Parker!_

_I mean, when was the last time you did a crunch that wasn't half completed or had you gasping for breath like an asthmatic?_

_This is just- insane!_

Payton blinked and tilted her head as she looked herself over again in the mirror.

_Okay, no, it's freaking awesome is what it is, but think Parker!_

_A person doesn't just sprout perfect muscle definition over night. If they did, well, they'd probably be a millionaire if they knew how and- okay getting off topic here._

_What happened yesterday? There. Big huge blur. Ginormous time gap and -_

Payton finally noticed the receding redness on her hand and inspected it more closely. It only tingled, slightly, but it looked ten times better than yesterday. Yesterday it was bulbous and throbbing and painful.

Payton literally face palmed.

The spider.

_The freaking spider!_ Her mind went a million miles at that revelation. The spider bite. The chunk of time missing. The distant memory of pain and fatigue. The sore muscles this morning. The suction sensation all through out the day, the weird sense of knowing when trouble was right around the corner. And everything she knew of spiders and everything she had learned from the tour guide during the field trip on the enhanced spiders from Oscorp dripped and slid into place.

"No. Way."

But how could a spider... Do all of this? Payton looked down at herself in wonder before walking over to her computer desk and turning it on.

There had to be something here. Something that would explain this. Something she wasn't seeing.

She spent roughly an hour searching furiously for an answer. Anything. But everything on spider bites was useless and didn't pertain to her at all. And so far, what she could find on Oscorp was so vague and laden in assurances of qualifications and promises for the future that Payton began getting frustrated. So frustrated was she that her focus narrowed and she didn't feel the suction sensation in her fingertips till she was typing nonsense into the Google search engine and looked down. The keys from the key board had come apart and were stuck to her fingertips.

"Ugh!" Groaning loudly she pulled the keys away and told herself she would fix it later. She obviously wasn't getting anything done on the computer and she was no where near closer to understanding what was happening to her. But if they changes were working inside her. She wondered...

Payton pulled one of her desk drawers and searched inside until she found what she was looking for. Placing the glass slides delicately on the desk and a thumb tack, Payton took out the small microscope her aunt and uncle got her for her twelfth birthday. She had a much nicer one in the basement but she didn't want to risk the wrath of a worried aunt so she made use of the one she kept in her room. Payton took the tack and held in to her index finger. She pricked the tip and waiting for a drop to seep through the small wound. Squeezing until it landed onto the slide, she quickly set up the microscope and stuck her finger in her mouth before the blood could drop and make a mess.

...

"Well, whaddya think of that." Her mind spun for a moment with theories and questions. This was science fiction.

She stood from her desk chair and stretched.

She needed to get out. To think.

The sound of the door knob jiggling had Payton falling into a crouch, her eyes trained on the door.

"Payton? Payton, why is the door locked. What's wrong?"

Payton slowly got up, relaxing her muscles from their defensive position and straightened her spine. At this point, her reaction was something she tried not to think about, it was just instinct.

"Nothing Aunt May. I'm changing." _Of course she would ask that. You never lock your door._

There was an obvious pause that had Payton biting her lip nervously.

"Oh, well, alright but just open the door a crack so you can take this juice off my hands. Do you feel any better?"

Payton looked at herself in the mirror, her gaze uncertain, but her lips had turned up into a small excited smile.

"Uh, I don't know yet."

"Well, do you think its low blood sugar maybe? Did you forget to eat lunch again?"

Payton remembers feeling ravenous at lunch. Nope. It definitely wasn't that.

Payton went into her closet again and pulled a shirt from its hanger and put it on.

She stuck her head in the door, and smiled at her aunt.

"I'm sorry I took so long."

Her aunt smiled and pushed the cold glass in Payton's hand.

"That's alright, dear. Are you okay?"

"Yeah, why?" She asked quickly. Very subtle, Parker. Nice.

Aunt May stared at the girl she helped raise since she was just a little thing on Ben's knee. She knew something wasn't right with her girl but she didn't want to push. She was at that age where privacy was becoming crucial and the fact that it hadn't seemed like a big deal till now wasn't lost on May. But she chose to say nothing and just smile.

"I'm just worried about you." Payton smiled softly to reassure the woman.

"I'm sure it's just a matter of me being tired is all. I have a lot of tests this week." Lie. She only had two and she was perfectly prepared for them. Overly prepared actually.

Aunt May frowned. "You push yourself too hard."

"Gotta. I want to get into a good school. Can't get anywhere from doing nothing, right? Isn't that what uncle Ben always says?"

Aunt May rolled her crystal blue eyes.

"Well, then, stop listening to that man and just listen to me from now on. Your uncle says a lot of crazy things that sound smart." Payton chuckled as her aunt huffed. "Take it easy every once in a while. You're a kid. Enjoy yourself while you still can."

"Then I shall raid the nearest liquor store this instant." Payton nodded curtly with a playful smile. Aunt May couldn't help herself, and her eyes rolled.

"No sassing me, young lady. You're as bad as your uncle. I'm being serious."

Payton grinned and closed her eyes as she felt a soft kiss on her forehead. "Drink your juice and go rest, alright?"

Payton nodded and tucked herself into the room and closed the door.

Her back leant against the door and she blew out a breath, her eyes closing as she took a much needed moment to collect herself.

She needed to get out. She needed to understand all she could do. What if there was more she could do?

That had her grinning. _What if there was more?_

What time was it? Maybe she could slip out while her aunt and uncle were peacefully snoozing.

Payton's eyes scanned the clock by her bed. She walked over to it and picked it up. The numbers were blank and her eyes followed the cord to the wall. It was plugged in. Huh.

She inspected the silent numbers and then the top of the machine. Her eyes furrowed.

_What the-?_

The top of the clock was caved in. She ran her fingers over the bent metal and cracked plastic buttons.

Did...did she do that too?

She needed to get out of here.

She sat on her bed for a moment. She felt like her world was spinning endlessly around her. Just one thing at a time Parker. It's fine. It'll be fine.

She threw herself back onto her bed with a grunt, attempting to find equilibrium that way.

Her eyes stared mindlessly up at her ceiling. They roamed from corner to corner, taking in but not really seeing anything insightful or encouraging. That is, until she saw a web. Her eyes picked it up easily and she stared at the harmless home. A lone spider crawled up along side it.

And then she had it.

...

_I feel like a biggest dork but whatever._

She stared at the wall in front of her with concentration, her eyes curious and hopeful.

She pressed her hand against the wall. And then watched as her other placed itself higher up. Her bare foot came into place and she knew, that distinctive feeling of being connected to the surface in front of her gave her all the encouragement she needed.

Then, she climbed.

Payton felt her insides jumping with excitement.

She was actually doing it!

She climbed until she was at the center of her ceiling and she laughed as her hair hung down above her face, gravity giving her the oddest sensation.

She really needed to get out of here.

* * *

It was 9:57.

Thankfully, her aunt and uncle usually tuckered out around 9-ish.

After fixing her pillows under the blankets just right to make it look like a passed out lump, she went into her closet and got dressed into something dark and stealthy.

Of course, she didn't own anything stealthy, seeing as how ninja outfit was currently at the cleaners - she rolled her eyes at herself at that thought - so she had to settle with a black long sleeved shirt, the darkest and thankfully flexible jeans she owned, and a black beanie. She pulled down a black ski mask with two holes for the eyes to peek through that her uncle had bought her when they went on a trip to the mountains. He had attempted to teach her how to ski. Needless to say it didn't pan out like he had wanted but they made up for it with an epic snowball fight.

She dug deeper in her closet for what she was looking for next and finally found a pair of tinted goggles to use underneath the mask. She was going to look like a weirdo but ...go big or go home, right?

She got dressed and propped the window jimmied the window open as quietly as possible.

Then she was gone.

* * *

"It's bigger than I thought it would be."

She had decided on an old warehouse that she usually passed on her way from school. The thing was super creepy and looked like the perfect location for a gory horror movie but it was just what she needed to test out her abilities.

It was more massive inside than she thought it was. And that thought just made her grin.

It's like a playground.

Payton walked around a bit in her stealth garb, taking a look around, she found an old fashioned iron lock hanging uselessly from one of the many thick chains along the walls.

Curious, she picked it up, testing its weight in her hand. It looked heavy but she honestly couldn't feel that much of a difference.

Remembering the clock, Payton had an idea, her fingers flexed around the metal before deciding to hell with it, and squeezed. Hard.

To her astonishment, her pure unfiltered glee, the metal gave, and groaned and crunched in her tense palm. She realized she hadn't needed to put that much effort behind it. It had just been the logical choice but without needing much pressure applied she could still mangle the crap out of the thing.

She moved onto other things. Testing her strength by lifting a broken support beam off the ground and then, ambitiously, a broken down car...over her head. She had no trouble.

She grinned widely and laughed.

After feeling satisfied, she went off to work on her climbing. Like before at home, she took to it quickly. It was like walking or running. One hand in front of the other. She sped up her movements and went on instinct, her body leaped above the rafters and clung to the other side of the warehouse. She did this back and forth until finding a graceful rhythm among the beams, her body twirling and flipping through the air as she laughed. She could totally be a ninja.

Spider Ninja.

Yup. Totally doesn't sound lame.

Her eyes were alight with joy and her body deliciously full with adrenaline that as soon as the idea came to her, she just went with it.

Her body felt weightless and wonderful in the air that once she grabbed the long chain hanging from the rafters she used all her momentum and was throwing herself at another one. Her hand latched at it but her body swayed awkwardly at the rush of momentum. She definitely needed practice.

She doesn't know what possessed her. Just because she was stronger than the average bear didn't mean she should just do every stupid stunt that entered her mind.

But, then again, this was so sick!

"Whoooo!"

* * *

She couldn't get the stupid grin off her face.

After hours of playing around in the warehouse she finally made it home. She had maybe a few hours before she had to be up for school in the morning but she couldn't find a reason to regret that. Not one.

Still, she found herself mulling over the question that had been shoving itself into the forefront of her brain.

How could one spider do all this? It was impossible. Highly improbable and no doubt insane. But knowing all she had done and all she had yet to learn she could do, Payton did not mind being a touch off her rocker.

* * *

**How was that? I personally don't like this chapter all that much but I'm trying to post weekly. Next chapter should be more exciting I think. :)**

**Next Issue: **

**"Hey. Hey!" The boys snapped their heads back at the noise.**

**"Run along, Parker. I only have time for one homo at a time." Flash Thomson glared at her. The tall basketball player towered over the well dressed boy in front of him, his back inching closer and closer to the corner of the hallway. He was trapped, and he was most certainly going to get his face beat in if someone didn't do something, but no one would. Payton looked around the halls hopefully but most students and even a teacher either went into another room or watched eagerly for the train wreck. Payton knew no one would risk their own skin.**

**Shit.**

**Review.**


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